The popcorn machine is brimming behind the ticket-taker in the window of the Cameron Theatre.


Down the street, a jubilant bride prepares to throw her bouquet to a cadre of guests, dressed in their Sunday best and arms outstretched, in front of First United Methodist Church.


In the nearby city park, a contemplative little boy rocks to the tinny melody that plays as the merry-go-round spins.


These snapshots of a busy afternoon in small-town Texas and the railroad that snakes through it are the work of 83-year-old John Johnson, who dedicated 40 years to creating a to-scale 1940s-era replica of his hometown of Cameron, located 70 miles from Austin, that's on display inside the Milam County Railroad Museum. But while the Old Town Cameron replica immediately catches the attention of history buffs, train enthusiasts and school-age children who come to visit the museum, for Johnson, this is more than a hobby — each hand-painted figure, delicately crafted building and whistling train car is also a piece of the love story between him and his late wife, Frances.


"She played a big part in it. She would help me take pictures and get materials. She helped me mix paints to get the colors right. She was my right-hand man, you might say," Johnson said one recent Tuesday at the museum as a half-dozen middle schoolers surveyed his life's work.


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Johnson, who grew up in Cameron but spent most of his adult life as a handyman and maintenance worker in Austin, said he can't remember a time when he didn't love trains.


"I started with trains when I was that high," Johnson said, holding his hand about a foot above the floor. "I was an adult when I started building them. I built the depot first, then I figured I've got to have a place for people to go whenever they get off the train. For some reason, I just started building Cameron."


He kept his hobby a secret from his love, Frances, until after they wed, when he decided it was time to come clean.


"She didn't know I was in love with trains. After we got married, I brought a box of (model train) stuff home," Johnson said. "She said, ’What’s that?’ and I said, ’My toys.’ Then one day I started building stuff and she got interested in helping me."


From that point on, it was no longer his hobby. It was their hobby.


He recalls the painstaking lengths to which they went to re-create the Cameron courthouse.


"We came here, she and I, and we measured it all around," Johnson said. "We took pictures and made drawings and had the deputy sheriff drop the measuring tape off the roof so we could get the height. Everything is to scale."


Johnson said he and Frances would measure and photograph existing buildings to ensure they were to scale. For buildings that were no longer standing, Johnson would re-create them based on any photographs he could find as well as his boyhood memories.


"John was gifted with a lot of artistic talent, an incredible memory to be able to remember what all these buildings looked like, and, with his personality, he knew everybody in town," said Jamie Larson, coordinator of the Milam County Railroad Museum. "If he didn't have knowledge of a building, he could ask someone, 'Do you have a picture of it?'"


"There's no old folks to ask now," Johnson added, laughing. "I'm the old folks."


The model includes all of the notable buildings in town, including City Hall, the jailhouse and the local cemetery, complete with gravestones that reflect names of people who are actually buried there, as well as buildings that are deeply personal to Johnson. His grandmother's house is there, as is his boyhood home, with his father's wood shop out back and his dog, Teddy, barking in the yard.


Johnson and Frances were married 57 years and shared two children, who also joined in on their parents’ hobby. After Frances died in 2017, Johnson discovered a detailed log she had kept of every building he ever created, including how much the materials cost and how much time he spent working on it.


"One day I was going through some papers and found it," Johnson said. "She put the time in, back then it was (wages of) $5 an hour. It turned out to be about $8,000 she had figured up for materials and time."


"She was all in," Larson said.


"I tell you what, she was involved," Johnson replied. "Too bad you didn't know her."


People in Cameron knew about Johnson's replica, but it wasn't showcased at the time of Frances’ death. Around that time, Larson, a former schoolteacher and a member of the Milam County Historical Museum board, was tasked with seeing if there was a way to highlight it.


"Artistically it's a beautiful layout, the buildings are spectacular, for a model railroad the tracks and all the operations are great. But the part of it that John probably didn't think about as he was building it is the story that this layout can tell and the history that's tied to it," said Larson, who helped open the Milam County Railroad Museum, with Old Town Cameron as its centerpiece, two years ago. "We've had field trips with elementary kids that come in and they're just like, 'We didn't realize that Cameron had all this stuff.’ The kids today didn't know there had been a drive-in movie here in Cameron. We're able to relate to the kids, and the people that come here from out of town find out a little bit more about Milam County. This is just an incredible teaching opportunity."


In front of the miniature courthouse building that Johnson and Frances spent so much time on is a plaque offering more details about their joint accomplishment.


"John and Frances Johnson took six months to construct the beautiful model of the Milam County Courthouse," it reads. "They had to physically measure every aspect (roof lines, windows, arches, brickwork and the clock) of the real courthouse to assure accuracy in their model. Their meticulous attention to detail has given us this work of art. Frances hand-painted the numbers on the clocks. Frances did much of the detailed artwork found on Old Town Cameron. Not only did John and Frances have an enduring love for each other, they enjoyed working together to create everything you see before you."


It's nice to see his work featured, Johnson said, although he is modest when he receives a compliment from one of the student visitors.


"You made this whole thing?" the student said in awe. "It's cool! You built this nice."


"Well, I had some help," he replied, "from other people."


Like his love, Frances.


"She’d be tickled to death," he said a few minutes later as he scanned the crowded museum, "to see this."